Common use of Station Assets Clause in Contracts

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and described on Schedule 1.l(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On Pursuant to the terms and subject to the conditions hereofof this Agreement, on at the Closing Date (defined below)Closing, Seller shall sell, assign, transfer, transfer and convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Seller’s right, title and interest of Seller in in, to and to under all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1Stations, but excluding the Excluded Assets as hereafter defined (hereinafter defined. Except as provided in Section 1.2, the "Station Assets"):Assets include the following: (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and Stations, including those described on Schedule 1.l(a1.1(a), and including any pending applications for or renewals or modifications thereof between the date hereof and Closingthe Closing (the “FCC Licenses”); (b) all equipment, electrical devices, antennaeantennas, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are description, used exclusively or held for use in the operation of the Stations and listed on Schedule 1.1(b)Stations, except any retirements or dispositions thereof of Tangible Personal Property made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller Section 4.2 (the "“Tangible Personal Property"”); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, leases and leases which are licenses used in the operation of the Stations and (except agreements with Station Employees to the extent such agreements are subsequently excluded pursuant to Section 4.7) that (i) are listed on Schedule 1.1(c), together with all contractsexcept to the extent otherwise indicated on such Schedule, agreements(ii) were entered into in the ordinary course of business and are reflected on the Reference Financial Statements, provided that such contracts do not require Buyer to make annual payments of more than $250,000 per market in the aggregate, (iii) were entered into in the ordinary course of business and leases relate to marketing, promotions or contests, or (iv) were or are made between the date hereof June 30, 2006 and Closing in the ordinary course of business that are used in consistent with Section 4.2 (collectively, the operation of the Stations (the "“Station Contracts"”); (d) to the extent transferable, all of Seller's ’s rights in and to the Stations' ’ call letters letters, registered and Seller's rights in unregistered trademarks and to the trademarksassociated goodwill, trade names, service marks, franchisescopyrights, copyrightsjingles, logos, slogans, Internet domain names, Internet URLs, Internet web sites, content and databases, computer software, programs and programming material, jingles, slogans, logos, material and other intangible property which rights and interests applied for, issued to or owned by Seller that are used exclusively primarily in the operation of the Stations and Stations, including those listed on Schedule 1.1(d) (the "“Intangible Property"”); (e) Seller's rights in and to all the files, documents, records, records and books of account (or copies thereof) relating exclusively primarily to the operation of the Stations, including the Stations' local ’ public inspection files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, logs but excluding records any such documents relating to Excluded Assets (as defined below); and (f) all interests in real property, including any real property which is leases or licenses to occupy, used exclusively or held for use in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "“Real Property"”). The assets to be transferred to Buyer hereunder are collectively referred to herein as the “Station Assets.” The Station Assets shall be delivered as is, where is, without any representation or warranty by Seller except as expressly set forth in this Agreement, and Buyer acknowledges that it has not relied on or been induced to enter into this Agreement by any representation or warranty other than those expressly set forth in this Agreement. The Station Assets shall be transferred to Buyer free and clear of liens, mortgages, pledges, security interests, claims and encumbrances ("“Liens"”) except for (i) Assumed Obligations (defined in Section 2.1)Permitted Liens, (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stationsif any, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens")except as otherwise expressly provided in this Agreement.

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, Seller the following (the "Station Assets"): all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are either used exclusively in the operation of the Stations and specifically described or necessary to operate the Stations in this Section 1.1all material respects as currently operated, but excluding the Excluded Assets as hereafter defined (defined. Except as provided in Section 1.2, the "Station Assets"):Assets include the following: (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and ), including those described on Schedule 1.l(a1.1(a), including any pending applications for or renewals or modifications thereof between the date hereof and Closing; (b) all Seller's equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are either used exclusively in the operation of the Stations and or necessary to operate the Stations in all material respects as currently operated, including those listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller consistent with Article 9 (the "Tangible Personal Property"), and any assignable vendor warranties with respect thereto; (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other the contracts, agreements, and leases which are used in the operation of the Stations and listed or described on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations consistent with Article 9 (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, internet domain names, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are either used exclusively in the operation of the Stations and listed on Schedule 1.1(d) or necessary to operate the Stations in all material respects as currently operated (except that, as to items used by more than one station, the "Intangible Property"); (e) Seller's rights in and Station Assets include only the right to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively use such items in the operation of manner used by Seller at the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described applicable Station on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof basis exclusive in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").market

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, domain names, domain name registrations, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and ), including those described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed or described on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, internet domain names, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.33.2, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller Regent shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from SellerRegent, all of the right, title and interest of Seller Regent in and to all of the assets, properties, interests and rights of Seller Regent of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller Regent by the FCC with respect to the Stations (the "FCC Licenses") and including but not limited to those described on Schedule 1.l(aSCHEDULE 1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, towers, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and including but not limited to those listed on Schedule SCHEDULE 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller Regent (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Regent Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule SCHEDULE 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of SellerRegent's rights in and to the Stations' call letters and SellerRegent's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and including but not limited to those listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").SCHEDULE 1.1

Station Assets. On If GRC exercises the Call during the Call Period or if Emmis exercises the Put during the Put Period, then on the terms and subject to the conditions hereof, on the at Closing Date (defined below), Seller Emmis shall sell, assign, transfer, convey and deliver to BuyerGRC, and Buyer GRC shall purchase and acquire from SellerEmmis, all of the right, title and interest of Seller Emmis in and to all the assets and properties of the assets, properties, interests and rights of Seller of whatsoever kind and natureEmmis, real and personal, tangible and intangible, which that are used exclusively or held for use in the operation of the Stations and specifically described Station, except as set forth in this Section 1.1, but excluding the Excluded Assets as hereafter defined 2.2 (the "“Station Assets"):”) including: (a) all licenses, permits and other authorizations which are issued to Seller Licensee by the FCC with respect to the Stations Station (the "“FCC Licenses") and ”), including those described on Schedule 1.l(a2.1(a), including and any renewals or modifications thereof between the date hereof and Closing, together with all of Emmis’ rights in and to the Station’s call letters; (b) all of Emmis’ equipment, electrical devicestransmitters, antennaeantennas, cables, toolsvehicles, hardwarefurniture, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which that are used exclusively or held for use in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(b2.1(b), except for any retirements or dispositions and any replacements thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "“Tangible Personal Property"”); (c) all Time Sales Agreements the Station’s real property leases described on Schedule 2.1(c) and Trade Agreements any extension, renewal or replacements thereof or addition thereto (both defined in Section 2.1), the “Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"Leases”); (d) all of Seller's rights in contracts, agreements and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and leases including those listed on Schedule 1.1(d) 2.1(d), together with all extensions, renewals and replacements of such contracts, agreements and leases (the "Intangible Property"“Station Contracts”);; and (e) Seller's Emmis’ rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station’s local public filesfile, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, data and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the at Closing Date (defined below), except as set forth in Sections 1.2 and 1.3, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all assets and properties of the assets, properties, interests and rights of Seller of whatsoever kind and natureSeller, real and personal, tangible and intangible, which that are used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined Station (the "“Station Assets"):”), including without limitation the following: (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "“FCC Licenses") and ”), including those described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all of Seller’s equipment, electrical devicestransmitters, antennaeantennas, cables, toolstowers, hardwarevehicles, office furniture and furniture, fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which that are used exclusively or held for use in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(b), except for any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "“Tangible Personal Property"”); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are of Seller’s real property used or held for use in the operation of the Stations Station (including any appurtenant easements and improvements located thereon), including without limitation those listed on Schedule 1.1(c) (the “Real Property”); (d) all agreements for the sale of advertising time on the Station, and all other contracts, agreements and leases used in the Station’s business, including without limitation those listed on Schedule 1.1(d), together with all contracts, agreements, agreements and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations accordance with Article 4 (the "“Station Contracts"”); (de) all of Seller's ’s rights in and to the Stations' Station’s call letters and Seller's ’s rights in and to the trademarks, trade names, service marks, franchisesinternet domain names, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively or held for use in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(d1.1(e) (the "“Intangible Property"”); (ef) Seller's ’s rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station’s local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (fg) the Station’s accounts receivable and any real property which is used exclusively in the operation other rights to payment of the Stations cash consideration (including without limitation all rights to payments under the Station’s network affiliation agreements, whether or not offset) for goods or services sold or provided prior to the Effective Time (defined below) or otherwise arising during or attributable to any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) period prior to the Effective Time (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens"“A/R”).

Station Assets. On the terms and subject to the conditions hereof, -------------- on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used or held for use exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Stations, other than the licenses, permits and other authorization issued to Seller by the FCC with respect to KKBT-FM, Los Angeles (except for the KKBT call letters which will be conveyed to Buyer) (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any --------------- renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used or held for use exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements --------------- or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller and any equipment, inventory and personal property located at the KKBT-FM tower and/or transmitter site (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, --------------- and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"), provided that Seller will not enter into any new Station Contract(s) with a (i) term greater than one year, (ii) an individual aggregate value greater than $ 50,000 per market or (iii) total aggregate value greater than $250,000 for the Stations combined without obtaining Buyer's prior consent, or enter into any new Trade Agreements under which the aggregate barter payable exceeds the aggregate barter receivable on a per market basis without obtaining Buyer's prior consent; (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, domain names, registrations, websites and other intangible property which are used or held for use exclusively in the operation of the Stations Stations, other than the KCMG call letters and intellectual property associated with the current operation of KCMG, and listed on Schedule 1.1(d) (the "Intangible Property");; -------------- (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below), and access to records described in Section 1.2(e) that pertain to the Stations; and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). --------------- The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liensliens (not related to Seller's indebtedness), easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").. ---------------

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below)at Closing, except as set forth in Section 1.2, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all assets and properties of the assets, properties, interests and rights of Seller of whatsoever kind and natureSeller, real and personal, tangible and intangible, which that are owned, leased, licensed, used exclusively or held for use in the operation of the Stations Station free and specifically described in this Section 1.1clear of all Liens (other than Permitted Liens) (collectively, but excluding the Excluded Assets as hereafter defined (the "“Station Assets"):”), including the following: (a) (i) the Permits (to the extent transferable), and (ii) all licenses, permits and other authorizations which are issued to Seller by by, or pending before, the FCC with respect to the Stations Station, including those set forth on Schedule 1.1(a) (the "“FCC Licenses") and described on Schedule 1.l(a”), including and any renewals or modifications thereof and additions thereto made between the date hereof and Closing; (b) except as set forth in Section 1.2, all of Seller’s equipment, electrical devicesmachinery, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor accessories, tools, computers (including traffic and accounting computers and other hardware and transferable related software), telecommunications equipment, Transmission Equipment, Transmission Structures, vehicles, furniture, fixtures, spare parts and other tangible personal property of every kind and description which physically located on the Real Property and owned by Seller or its Affiliates or that are used exclusively or held for use in the operation of the Stations and Station, including those items listed on Schedule 1.1(b), except for any retirements or dispositions thereof made between the date hereof and the Closing Date in the ordinary course of business business, pursuant to the terms and consistent with past practices subject to the conditions of Seller Section 4.1(c) (the "“Tangible Personal Property"”); (c) (i) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1)of the land, Real Property Leases (defined in Section 7.7)buildings, structures, improvements, fixtures and other contractsreal property and the easements, agreementsrights of way, appurtenances thereon or thereto and leases which are other similar rights and interests in real property owned by Seller and used or held for use in connection with the operation of Station (collectively, with the Stations and listed property described on Schedule 1.1(c), the “Owned Real Property”) and (ii) Seller’s leasehold or license interest in all of the real property leased or licensed by Seller that is occupied, used or held for use in connection with the Station and all of Seller’s improvements thereon (collectively, with the property described on Schedule 1.1(c), the “Real Property Leases”) (the Owned Real Property and the Real Property Leases, collectively, the “Real Property”); (d) all agreements for the sale of advertising time on the Station, and all rights in and to any Contracts used in the Station’s business to which Seller is a party or by which it is bound, or to which any of the Station Assets are subject, including those listed on Schedule 1.1(d) (whether or not any such Contract was entered into in the name of the Station or Seller), together with all contracts, agreements, and leases made Contracts entered into between the date hereof and Closing in accordance with Article 4 (collectively, the ordinary course of business that are used in the operation of the Stations (the "“Station Contracts"”); (de) all of Seller's ’s rights in and to the Stations' Station’s call letters and Seller's ’s rights in and to the trademarks, trade names, service marks, franchisesinternet domain names, copyrights, computer softwarepatents, programs and programming materialmaterial and elements thereof (whether recorded on tape or any other media or intended for live performance and whether completed or in production), jingles, slogansslogans (other than as set forth in Section 1.2), logos, and transferable software, other intellectual or intangible property of any kind or nature which are is used exclusively or held for use in the operation of the Stations and Station, including those listed on Schedule 1.1(d) 1.1(e), whether or not any of the foregoing are registered in any jurisdiction, but including, any registrations, applications for registration, renewals and foreign counterparts thereof (collectively, the "“Intangible Property"”); (ef) Seller's ’s rights in and to all the information and data, FCC logs and other compliance records, files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station’s local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reportsreports and logs, litigation files (to the extent not confidential) and regulatory files, customer credit records, personnel records (in accordance with Applicable Law), inventory records, accounting records, technical information and engineering data, maintenance, operating and production records, copies of tax returns relating solely to the Station (but not Seller’s income taxes), and logsinvoices and quality control records and manuals, but excluding records relating to Excluded Assets; (g) except as set forth in Section 1.2, all claims, counterclaims, credits, causes of action, choses in action, rights of recovery, and rights of indemnification or setoff against third parties and other claims arising out of or relating to the Station or the Station Assets to the extent arising during or attributable to any period after the Effective Time; (defined below)h) all goodwill of or relating to the Station; and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant warranties covering Tangible Personal Property to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens")extent transferable by Seller.

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, owned or leased (to the extent of Seller's leasehold interest), which are used exclusively in the operation of the Stations Station and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations Station and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations Station, provided that Seller shall not enter into any new contracts, agreements, and leases in which any individual contract has a term in excess of 12 months or involves annual payments by Seller in excess of $15,000 without the prior consent of Buyer (such consent not to be unreasonably withheld), provided further, that this restriction shall not apply to renewals of existing contracts in the ordinary course of business (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' Station's call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, including registrations for any of the foregoing, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station's local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, contracts to be assigned hereunder, records relating to employees hired by Buyer, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations Station (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the present and continued use thereof in the ordinary course of the business of the StationsStation, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the at Closing Date (as defined belowherein), Seller except as set forth in Section 1.2 or Section 1.3, Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, all of the right, title and interest of Seller Sellers in and to all assets and properties of the assets, properties, interests and rights of Seller of whatsoever kind and natureSellers, real and personal, tangible and intangible, which that are used exclusively or useful in the operation of the Stations Business, free and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined clear of any Liens other than Permitted Liens (the "“Station Assets"):”), including without limitation, the following: (a) all licenses, permits and other authorizations which are issued to Seller Sellers by the FCC with respect to the Stations (for the "FCC Licenses") and described operation of the Stations or the Station Assets or related to the Shared Contracts, all of which are listed on Schedule 1.l(a1.1(a), including any renewals renewals, extensions or modifications thereof and additions thereto between the date hereof and Closingthe Closing (the “FCC Licenses”); (b) all of Sellers’ equipment, electrical devicescomputer hardware, antennaetransmitters, antennas, cables, toolstowers, hardwarevehicles, office furniture and furniture, fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations description, including without limitation, those located at any Station and those listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller ) (the "“Tangible Personal Property"”); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Owned Real Property Leases (defined and all of Sellers’ rights in Section 7.7), and other contracts, agreements, and leases which are used in the operation respect of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts")Leased Real Property; (d) all network affiliation agreements, retransmission consent agreements, programming agreements, news services agreements, agreements for the sale of advertising time and all other contracts, agreements, leases, arrangements or understandings to which any of Sellers is a party, under which any Seller may have any rights or by which any Seller's , any of the Stations or any of the Station Assets may be bound, and all bids, quotations and proposals therefor, including (i) all such contracts, agreements, leases, arrangements or understandings that in their entirety relate to the operation or conduct of the Business, any of the Stations or any of the Station Assets, (ii) that portion of any other contracts, agreements, leases, arrangements or understandings to the extent it relates to the Business, any of the Stations or any of the Station Assets, including without limitation, those listed on Schedule 1.3 and (iii) the WorldNowAffiliation Agreement, dated as of December 19, 2005, between ▇▇▇▇▇▇▇▇ Web Holdings (dba) WorldNow and Raycom Media Inc. and The Tube Contract, dated as of June 10, 2005, between Tube Music Network Inc. and Raycom Media Inc. (collectively, the “Station Contracts”), other than the Station Contracts listed on Schedule 1.2(c) (the “Excluded Station Contracts”); (e) all of the accounts receivable of the Business and any other rights to payment of cash consideration (including without limitation all rights to payments under the network affiliation agreements and retransmission consent agreements of the Business, whether or not offset) for goods or services sold or provided by the Business prior to the Closing (as defined herein) (the “Accounts Receivable”); (f) all prepaid expenses and deposits with respect to the Business held by third parties in Sellers’ name paid by Sellers; (g) all of Sellers’ rights in and to the Stations' ’ call letters and Seller's Sellers’ intellectual property rights in and to to, arising from or associated with the following, whether protected, created or arising under the laws of the United States or any other jurisdiction: (i) trademarks, trade names, service marksmarks (registered and unregistered), franchisesslogans, copyrightslogos, computer softwareinternet domain names and other Internet addresses or identifiers, trade dress and similar rights and applications (including intent to use applications) to register any of the foregoing (collectively, “Marks”); (ii) copyrights (registered and unregistered) and applications for registration (collectively, “Copyrights”), (iii) programs and programming material, jingles, slogans, logos, jingles and other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by Marks or Copyrights; and (iv) other intangible property which are used owned (in whole or in part) by, or exclusively in the operation licensed by, any of the Stations and listed on Schedule 1.1(d) Sellers (the "“Intangible Property"”); (eh) Seller's all Rights; (i) the Station Software, to the extent assignable; (j) all Permits; (k) Sellers’ rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsBusiness, any of the Stations or any of the Station Assets, including without limitation, the Stations' ’ local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records exclusively relating to Excluded Assets (as defined belowherein); (l) all assets of Sellers to the extent Sellers receive a credit therefor underSection 1.7; and (fm) any all other assets acquired prior to the Closing that would be recorded or reflected on a balance sheet of the Business as of the Closing Date prepared in accordance with GAAP. Notwithstanding the foregoing, the assets and properties, real property which is and personal, tangible and intangible, owned directly by Parent, RTVB and RHLLC that constitute Station Assets will be only those used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens")Business.

Station Assets. On Pursuant to the terms and subject to the conditions hereofof this Agreement, on at the Closing Date (defined below)Closing, Seller shall sell, assign, transfer, transfer and convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Seller's right, title and interest of Seller in in, to and to under all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively or held for use primarily in the operation of the Stations and specifically described in this Section 1.1Stations, but excluding the Excluded Assets as hereafter defined (hereinafter defined. Except as provided in Section 1.2, the "Station Assets"):Assets include the following: (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and including those described on Schedule 1.l(a1.1(a), and including any pending applications for or renewals or modifications thereof between the date hereof and Closingthe Closing (the "FCC Licenses"); (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively or held for use primarily in the operation of the Stations and Stations, including those items listed on Schedule 1.1(b), except any retirements or dispositions thereof of Tangible Personal Property made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller Section 4.2 (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other the following contracts, agreementsagreements or leases (collectively, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with "Station Contracts"): (i) all contracts, agreements, and leases made between the date hereof and Closing agreements entered into in the ordinary course of business for the sale of advertising time on the Stations for cash that are used in exist at Closing; (ii) all contracts, agreements and leases that relate to the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f1.1(c) (including Group Contracts to the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations extent that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").1.1

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a1) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b2) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c3) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d4) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e5) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f6) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1Station, but excluding the Excluded Assets as hereafter defined (the "Station Assets"):), including without limitation the following: (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "FCC Licenses") and ), including those described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all of Seller's equipment, electrical devices, antennae, cables, toolsvehicles, hardwarefurniture, office furniture and fixtures, towers, office materials and supplies, inventoryhardware, motor vehiclestools, spare parts and other tangible personal property of every kind and description which are used exclusively or held for use in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements of Seller's real property used or held for use in the operation of the Station (including any of Seller's appurtenant easements and Trade Agreements (both defined in Section 2.1improvements located thereon), including without limitation those listed on Schedule 1.1(c) (the "Real Property Leases Property"); (defined d) all agreements for the sale of advertising time on the Station entered into in Section 7.7)the ordinary course of the Station's or WNAC's business, and all other contracts, agreements, and leases which are used entered into in the operation ordinary course of the Stations and Station's or WNAC's business, including without limitation those listed on Schedule 1.1(c1.1(d), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of the Station's or WNAC's business that are used and in accordance with the operation terms and conditions of the Stations Section 4.1 below (the "Station Contracts"); (de) all of Seller's rights in and to the Stations' Station's call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively or held for use in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(d1.1(e) (the "Intangible Property"); (ef) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station's local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (fg) any real property which is used exclusively in the operation Station's accounts receivable existing at the time of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property")Closing. The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.11.3), (ii) liens for taxes not yet due and payable payable, and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the StationsStation, including without limitation the encumbrances and (iv) any items listed on Schedule 1.1(b) other matters identified in the tower site survey obtained by Buyer prior to the date of this Agreement (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a1) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b2) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c3) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d4) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property property, and goodwill related thereto, which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e5) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, data and logs, but excluding records relating to Excluded Assets (defined below); and (f6) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations Station and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "FCC Licenses") including those listed and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations Station and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations Station (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' Station's call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station's local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations Station (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the StationsStation, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations Station and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations Station and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations Station (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' Station's call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station's local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations Station (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the StationsStation, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the at Closing Date (defined below), except as set forth in Sections 1.2 and 1.3, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all assets and properties of the assets, properties, interests and rights of Seller of whatsoever kind and natureSeller, real and personal, tangible and intangible, which that are owned, leased, licensed, used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined Station (the "“Station Assets"):”), as and to the extent existing on the Closing Date (defined below), free and clear of all Liens (defined below) except Permitted Liens (defined below) including without limitation the following: (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "“FCC Licenses") and ”), including those described on Schedule 1.l(a1.1(a), and including any renewals or modifications thereof between the date hereof and Closing, together with all other governmental licenses, permits and regulatory approvals pertaining to the Station (collectively with the FCC Licenses, the “Licenses”); (b) all of Seller’s equipment, electrical devicestransmitters, antennaeantennas, cables, toolstowers, hardwarevehicles, office furniture and furniture, fixtures, office materials machinery and suppliesspare parts, inventory, motor vehicles, spare parts notebook and other computers (including operating software licenses) and other tangible personal property of every kind and description which that are used exclusively or held for use in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(b), except for any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent in accordance with past practices of Seller Article 4 (the "“Tangible Personal Property"”); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are of Seller’s leased real property used or held for use in the operation of the Stations Station (including any appurtenant easements and improvements located thereon), including without limitation those listed on Schedule 1.1(c) (the “Real Property”); (d) all agreements for the sale of advertising time on the Station, and all other contracts, agreements and leases used in the Station’s business, including without limitation those listed on Schedule 1.1(d), together with all contracts, agreements, agreements and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations accordance with Article 4 (the "“Station Contracts"”); (de) all of Seller's ’s rights in and to the Stations' Station’s call letters and Seller's ’s rights in and to the trademarks, trade names, service marks, franchisesinternet domain names, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property property, including applications for any of the foregoing, which are used exclusively or held for use in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(d1.1(e) (the "“Intangible Property"”); (ef) Seller's ’s rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station’s local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, traffic system history records, and general, financial and personnel records, but excluding records relating primarily to Excluded Assets (defined below); (g) all of Seller’s goodwill in the Station and its business; (h) subject to Section 1.6 below, assets, properties and rights set forth in the February 28, 2006 balance sheet included in the Financial Statements (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1)all claims, (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easementscauses of action, rights of wayrecovery and rights of set-off of Seller, building and use restrictionswhether mature, exceptionscontingent or otherwise, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course arising primarily out of the business of the Stations, Station as and (iv) to the extent attributable to any items listed on Schedule 1.1(b) (collectively, "Permitted Liens")period after the Effective Time.

Station Assets. On the terms and subject to the conditions hereof, on the at Closing Date (defined below), except as set forth in Sections 1.2 and 1.3, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all assets and properties of the assets, properties, interests and rights of Seller of whatsoever kind and natureSeller, real and personal, tangible and intangible, which that are used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "“Station Assets"):”), including without limitation the following: (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "“FCC Licenses") and ”), including those described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and ClosingClosing in accordance with Article 4; (b) all of Seller’s equipment, electrical devicestransmitters, antennaeantennas, cables, toolstowers, hardwarevehicles, office furniture and furniture, fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which that are used exclusively or held for use in the operation of the Stations and Stations, including without limitation those listed on Schedule 1.1(b), except for any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent in accordance with past practices of Seller Article 4 (the "“Tangible Personal Property"”); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are of Seller’s real property used or held for use in the operation of the Stations (including any appurtenant easements and improvements located thereon), including without limitation those listed on Schedule 1.1(c) (the “Real Property”); (d) all agreements for the sale of advertising time on the Stations, and all other contracts, agreements and leases used in the Stations’ business, including without limitation those listed on Schedule 1.1(d), together with all contracts, agreements, agreements and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations accordance with Article 4 (the "“Station Contracts"”); (de) all of Seller's ’s rights in and to the Stations' ’ call letters and Seller's ’s rights in and to the trademarks, trade names, service marks, franchisesinternet domain names, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively or held for use in the operation of the Stations and Stations, including without limitation those listed on Schedule 1.1(d1.1(e) (the "“Intangible Property"”);; and (ef) Seller's ’s rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' ’ local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and AND specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a1) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and AND described on Schedule 1.l(aSCHEDULE 1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b2) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and AND listed on Schedule SCHEDULE 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c3) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and AND listed on Schedule SCHEDULE 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d4) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and AND listed on Schedule SCHEDULE 1.1(d) (the "Intangible Property"); (e5) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f6) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and AND described on Schedule SCHEDULE 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule SCHEDULE 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and ClosingClosing (the "FCC Licenses"); (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements (including employment agreements), and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On Pursuant to the terms and subject to conditions of this Agreement, at the conditions hereof, on the Closing Date (defined below)Closing, Seller shall sell, assign, transfer, transfer and convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Seller’s right, title and interest of Seller in in, to and to under all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1Station (collectively, the “Station Assets”), but excluding the Excluded Assets as hereafter defined in Section 1.2 hereof, free and clear of any and all liens, mortgages, pledges, security interests, claims and encumbrances (collectively, “Liens”) except for Permitted Liens, if any. Except as provided in Section 1.2, the "Station Assets"):Assets include the following: (a) all licenses, permits licenses and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "“FCC Licenses") and described ”), all of which are listed on Schedule 1.l(a1.1(a), including any renewals as the same may be amended or modifications thereof renewed between the date hereof of this Agreement and the Closing, as defined herein, along with any applications for renewal or. modification thereof which are pending before the FCC on the Closing Date, as defined herein; (b) all the equipment, electrical devices, antennaestudio and studio transmitter link equipment, vehicles, transmitters and transmission equipment, satellite dishes, antennas, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and Station, including the items listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller ) (the "“Tangible Personal Property"”); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, leases and leases which are licenses used in the operation of the Stations and Station, including without limitation those listed on Schedule 1.1(c), together with all contractswhich do not include the Real Estate Leases (collectively, agreementsthe “Station Contracts”), and leases made between the date hereof rights to any security deposits held by third parties under the Station Contracts; (d) the Real Estate Leases, which are identified on Schedule 1.1(d), and Closing the rights to any security deposits held by third parties under the Real Estate Leases; (e) all of Seller’s rights in and to the ordinary course of business that are intellectual and other intangible property used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarksStation, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed including without limitation those set forth on Schedule 1.1(d1.1(e) (the "“Intangible Property"”);; and (ef) Seller's rights in and to all the files, documents, records, documents and books of account records (or copies thereof) relating exclusively to the format, sales procedures, and operation of the StationsStation, including the Stations' local Station’s public inspection files, programming information and studies, blueprints, technical information and engineering data, advertising manuals, programming information and studies, client/advertiser lists, marketing and demographic studies, sales and audience data, sales correspondence, lists of advertisers, and credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On Pursuant to the terms and subject to the conditions hereofof this Agreement, on at the Closing Date (defined below)Closing, Seller shall sell, assign, transfer, transfer and convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Seller’s right, title and interest of Seller in in, to and to under all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1Stations, but excluding the Excluded Assets as hereafter defined (hereinafter defined. Except as provided in Section 1.2, the "Station Assets"):Assets include, but not be limited to, the following: (a) all licenses, permits and other authorizations which are or approvals issued to Seller by the FCC or any other Governmental Authority with respect to the Stations Stations, including (the "FCC Licenses"i) and those items described on Schedule 1.l(a1.1(a), including (ii) any renewals pending applications before the FCC listed on Schedule 2.7(b), (iii) any pending applications for or renewals, extensions or modifications thereof filed between the date hereof and Closingthe Closing and (iv) all public inspection files and other records of the Seller pertaining to such items (the “FCC Licenses”); (b) all equipment, electrical devices, antennaeantennas, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively or held for use in the operation of the Stations and listed Stations, including, those items described on Schedule 1.1(b)) to the extent owned by Seller and used or held for use in the operation of the Stations, except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller Section 4.2 (the "“Tangible Personal Property"”); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, leases and leases which are licenses used in the operation of the Stations and that (i) are listed on Schedule 1.1(c), together with all contractsexcept to the extent otherwise indicated on such Schedule, agreements(ii) were entered into in the ordinary course of business and are reflected on the Reference Financial Statements, provided that such contracts do not require Buyer to make annual payments of more than $100,000 in the aggregate, (iii) were entered into in the ordinary course of business and leases relate to marketing, promotions or contests, or (iv) were or are made between the date hereof July 31, 2006 and Closing in the ordinary course of business that are used in consistent with Section 4.2 (collectively, the operation of the Stations (the "“Station Contracts"”); (d) to the extent transferable, all of Seller's ’s rights in and to the Stations' ’ call letters letters, registered and Seller's rights in unregistered trademarks and to the trademarksassociated goodwill, trade names, franchises, service marks, franchisescopyrights, copyrightsjingles, logos, slogans, Internet domain names, Internet URLs, Internet web sites, content and databases, computer software, programs and programming material, jingles, slogans, logos, material and other intangible property which rights and interests applied for, issued to or owned by Seller that are used exclusively primarily in the operation of the Stations and Stations, including those listed on Schedule 1.1(d) (the "“Intangible Property"”); (e) Seller's rights in and to all the files, documents, records, records and books of account (or copies thereof) relating exclusively primarily to the operation of the Stations, including the Stations' local ’ public inspection files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, promotional materials, credit and sales reports, filings with the FCC, logs, payroll records for Transferred Employees, and logsall other records relating primarily to the operation of the Stations, and rights under manufacturers’ and vendors’ warranties and similar claims against third parties relating to the assets conveyed hereunder, but excluding records any such documents relating to Excluded Assets (as defined below); and; (f) all interests in real property, including any real property which is licenses to occupy, used exclusively or held for use in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "“Real Property"”); and (g) all assets, properties, interests and rights, of whatever nature, owned by Seller that are located on the Real Property and all assets, other than fixtures, owned by Seller and located at the Stations’ studios. The assets to be transferred to Buyer hereunder are collectively referred to herein as the “Station Assets.” The Station Assets shall be delivered without any representation or warranty by Seller except as expressly set forth in this Agreement, warranties of title conveyed in any deed(s), the Schedules to this Agreement or the Seller Ancillary Agreements, and Buyer acknowledges that it has not relied on or been induced to enter into this Agreement by any representation or warranty other than those expressly set forth in this Agreement, warranties of title conveyed in any deed(s), the Schedules to this Agreement or the Seller Ancillary Agreements. The Station Assets shall be transferred to Buyer free and clear of liens, mortgages, pledges, security interests, claims and encumbrances ("“Liens"”) except for (i) Assumed Obligations (defined in Section 2.1)Permitted Liens, (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stationsif any, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens")except as otherwise expressly provided in this Agreement.

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used or held for use exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Stations, other than the licenses, permits and other authorization issued to Seller by the FCC with respect to KKBT-FM, Los Angeles (except for the KKBT call letters which will be conveyed to Buyer) (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used or held for use exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller and any equipment, inventory and personal property located at the KKBT-FM tower and/or transmitter site (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"), provided that Seller will not enter into any new Station Contract(s) with a (i) term greater than one year, (ii) an individual aggregate value greater than $ 50,000 per market or (iii) total aggregate value greater than $250,000 for the Stations combined without obtaining Buyer's prior consent, or enter into any new Trade Agreements under which the aggregate barter payable exceeds the aggregate barter receivable on a per market basis without obtaining Buyer's prior consent; (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, domain names, registrations, websites and other intangible property which are used or held for use exclusively in the operation of the Stations Stations, other than the KCMG call letters and intellectual property associated with the current operation of KCMG, and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below), and access to records described in Section 1.2(e) that pertain to the Stations; and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liensliens (not related to Seller's indebtedness), easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").

Station Assets. On the terms and subject to the conditions hereof, on at Closing (defined below), except for the Closing Date Excluded Assets (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests following assets and rights properties of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which that are used exclusively or held for use in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "“Station Assets"”): (a) all licenses, permits and other authorizations which are and approvals issued to Seller by the FCC or pending with respect to the Stations by (i) the FCC (the "“FCC Licenses"”); (ii) the Federal Aviation Administration (“FAA”); and (iii) any other federal, state, territorial, or local governmental authorities (including laws of the Commonwealth of Puerto Rico) in connection with the conduct of the business and operation of the Stations, including those described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all of Seller’s equipment, electrical devicestransmitters, antennaeantennas, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which that are used or held for use exclusively in the operation of the Stations and Real Property (defined below), including those assets listed on Schedule 1.1(b), together with any items of tangible personal property valued at under $1,000 each that may be used or held for use exclusively in the operation of the Stations’ DC: 6447351-3 transmission facilities, except for any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent in accordance with past practices of Seller Section 4.1 hereof (the "“Tangible Personal Property"”); (c) all Time Sales Agreements of Seller’s owned real property (“Owned Real Property”) and Trade Agreements interest in leases or licenses of real property or similar agreements (both defined in Section 2.1), the “Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are Leases”) used or held for use in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations ’ transmission facilities (including any of Seller's appurtenant easements and improvements located thereon) ), each of which is listed and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").1.1

Station Assets. On the terms and subject to the conditions hereof, on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations Station and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations Station (the "FCC Licenses") and described on Schedule 1.l(a1.1(a), including any renewals or modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(b), except any retirements or dispositions thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations Station and listed on Schedule 1.1(c), together with all contracts, agreements, and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations Station (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' Station's call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, domain names and web sites and other intangible property which are used exclusively in the operation of the Stations Station and listed on Schedule 1.1(d) (the "Intangible Property");; and (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the StationsStation, including the Stations' Station's local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and; (f) any real property which is used exclusively in the operation of the Stations Station (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").1.1

Station Assets. On the terms and subject to the conditions hereof, -------------- on the Closing Date (defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to all of the assets, properties, interests and rights of Seller of whatsoever kind and nature, real and personal, tangible and intangible, which are used exclusively in the operation of the Stations and specifically described in this Section 1.1, but excluding the Excluded Assets as hereafter defined (the "Station Assets"): (a) all licenses, permits and other authorizations which are issued to Seller by the FCC with respect to the Stations (the "FCC Licenses") including those listed and described on Schedule 1.l(a1.1(a), including any renewals or --------------- modifications thereof between the date hereof and Closing; (b) all equipment, electrical devices, antennae, cables, tools, hardware, office furniture and fixtures, office materials and supplies, inventory, motor vehicles, spare parts and other tangible personal property of every kind and description which are used exclusively in the operation of the Stations and listed on Schedule 1.1(b), except any retirements or dispositions --------------- thereof made between the date hereof and Closing in the ordinary course of business and consistent with past practices of Seller (the "Tangible Personal Property"); (c) all Time Sales Agreements and Trade Agreements (both defined in Section 2.1), Real Property Leases (defined in Section 7.7), and other contracts, agreements, and leases which are used in the operation of the Stations and listed on Schedule 1.1(c), together with all contracts, agreements, --------------- and leases made between the date hereof and Closing in the ordinary course of business that are used in the operation of the Stations (except any employment or programming agreements not terminable by Buyer without penalty on 30 days notice) (the "Station Contracts"); (d) all of Seller's rights in and to the Stations' call letters and Seller's rights in and to the trademarks, trade names, service marks, franchises, copyrights, computer software, programs and programming material, jingles, slogans, logos, and other intangible property which are used exclusively in the operation of the Stations and listed on Schedule 1.1(d) (the --------------- "Intangible Property"); (e) Seller's rights in and to all the files, documents, records, and books of account (or copies thereof) relating exclusively to the operation of the Stations, including the Stations' local public files, programming information and studies, blueprints, technical information and engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, and logs, but excluding records relating to Excluded Assets (defined below); and (f) any real property which is used exclusively in the operation of the Stations (including any of Seller's appurtenant easements and improvements located thereon) and described on Schedule 1.1(f) (the "Real Property"). --------------- The Station Assets shall be transferred to Buyer free and clear of liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations (defined in Section 2.1), (ii) liens for taxes not yet due and payable and for which Buyer receives a credit pursuant to Section 3.3, (iii) such liens, easements, rights of way, building and use restrictions, exceptions, reservations and limitations that do not in any material respect detract from the value of the property subject thereto or impair the use thereof in the ordinary course of the business of the Stations, and (iv) any items listed on Schedule 1.1(b) (collectively, "Permitted Liens").. ---------------